EXHIBIT 10(iii)(p)
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                                INGERSOLL-RAND COMPANY
                                   ELECTED OFFICERS
                                 SUPPLEMENTAL PROGRAM


          Introduction

          Ingersoll-Rand Company (the "Company") desires to adopt the
          Ingersoll-Rand Company Elected Officers Supplemental Program (the
          "Program") to provide retirement benefits to certain individuals
          employed by the Company in addition to the benefits provided from
          other qualified and non-qualified plans maintained by the
          Company.

          It is intended that this Program be treated as a plan which is
          unfunded and maintained primarily for the purpose of providing
          deferred compensation for a select group of management or highly
          compensated employees within the meaning of the Employee
          Retirement Income Security Act of 1974, as amended.

          This Program shall be effective as of June 30, 1995.


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                                    INGERSOLL-RAND

                                  TABLE OF CONTENTS
                                                                       Page


          INTRODUCTION  . . . . . . . . . . . . . . . . . . . . . .      1

          SECTION 1 - DEFINITIONS

            1.1   Actuarial Equivalent  . . . . . . . . . . . . . .      4
            1.2   Board . . . . . . . . . . . . . . . . . . . . . .      4
            1.3   Change of Control . . . . . . . . . . . . . . . .      4
            1.4   Company . . . . . . . . . . . . . . . . . . . . .      4
            1.5   Committee . . . . . . . . . . . . . . . . . . . .      4
            1.6   Elected Officer . . . . . . . . . . . . . . . . .      4
            1.7   Employee  . . . . . . . . . . . . . . . . . . . .      4
            1.8   Final Average Salary  . . . . . . . . . . . . . .      4
            1.9   Pension Plan  . . . . . . . . . . . . . . . . . .      5
            1.10  Program . . . . . . . . . . . . . . . . . . . . .      5
            1.11  Year of Service . . . . . . . . . . . . . . . . .      5

          SECTION 2 - PARTICIPATION

            2.1   Commencement of Participation . . . . . . . . . .      5
            2.2   Duration of Participation . . . . . . . . . . . .      5

          SECTION 3 - AMOUNT OF BENEFIT

            3.1   Amount of Benefit . . . . . . . . . . . . . . . .      6

          SECTION 4 - VESTING

            4.1   Vesting . . . . . . . . . . . . . . . . . . . . .      6
            4.2   Forfeiture for Cause  . . . . . . . . . . . . . .    6-7

          SECTION 5 - DISTRIBUTIONS

            5.1   Retirement  . . . . . . . . . . . . . . . . . . .    7-8
            5.2   Form of Distribution  . . . . . . . . . . . . . .    8-9
            5.3   Disability  . . . . . . . . . . . . . . . . . . .      9
            5.4   Death . . . . . . . . . . . . . . . . . . . . . .     10
            5.5   Payment of Benefits . . . . . . . . . . . . . . .     10






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                                   INGERSOLL-RAND 

                              TABLE OF CONTENTS (cont.)
                                                                       Page


          SECTION 6 - FUNDING

             6.1  Funding . . . . . . . . . . . . . . . . . . . . . .   10
             6.2  Company Obligation  . . . . . . . . . . . . . . . .   11

          SECTION 7 - CHANGE OF CONTROL

             7.1  Contributions to Trust  . . . . . . . . . . . . . .   11
             7.2  Amendments  . . . . . . . . . . . . . . . . . . . .   11

          SECTION 8 - MISCELLANEOUS

             8.1  Amendment and Termination . . . . . . . . . . . . .11-12
             8.2  No Contract of Employment . . . . . . . . . . . . .   12
             8.3  Withholding . . . . . . . . . . . . . . . . . . . .   12
             8.4  Loans . . . . . . . . . . . . . . . . . . . . . . .   12
             8.5  Compensation and Nominating Committee . . . . . . .12-13
             8.6  Entire Agreement; Successors  . . . . . . . . . . .   13
             8.7  Severability  . . . . . . . . . . . . . . . . . . .   13
             8.8  Governing Law . . . . . . . . . . . . . . . . . . .   13
             8.9  Participant as General Creditor . . . . . . . . . .   13
             8.10 Nonassignability  . . . . . . . . . . . . . . . . .   14

          APPENDIX A  . . . . . . . . . . . . . . . . . . . . . . . .14-17



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                                      SECTION 1

                                     DEFINITIONS


          1.1  "Actuarial Equivalent" means an amount having equal
               value when computed on the basis of the 1983 Group
               Annuity Mortality Table (blended) and an interest rate
               equal to the average of the monthly rates for ten-year
               Constant Maturities for US Treasury Securities for the
               twelve-month period immediately preceding the month
               prior to the month in which a determination of benefit
               occurs, such rate as published in Federal Reserve
               statistical release H.15(519).

          1.2  "Board" means the Board of Directors of Ingersoll-Rand
               Company.

          1.3  "Change of Control" shall have the same meaning as a
               "change of control of the Company" (as set forth in the
               Company's Incentive Stock Plan of 1995), unless a different
               definition is used for purposes of any severance of
               employment agreement between an Employer and an Employee,
               in which event such definition shall apply.

          1.4  "Company" means Ingersoll-Rand Company, and its successors
               or assigns.

          1.5  "Committee" means the Compensation and Nominating Committee
               of the Board.

          1.6  "Elected Officer" means an individual elected by the Board
               as an officer of the Company.

          1.7  "Employee" means an individual eligible to participate in
               the Program as provided in Section 2.1

          1.8  "Final Average Salary" means the sum of the following:

               (a)   the average of each of the five highest bonus
                     payments made during the six most recent calendar
                     years including the year during which the Employee's
                     retirement, death, or disability occurs or a Change
                     of Control occurs, and

               (b)   the Employee's annualized base rate of pay in effect
                     immediately prior to the date of determination.


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          1.9  "Pension Plan" means the Ingersoll-Rand Pension Plan Number
               One as in effect on June 30, 1995 and as amended from time
               to time.

          1.10 "Program" means the Ingersoll-Rand Company Elected Officers
               Supplemental Program as stated herein and as may be amended
               from time to time.

          1.11 "Year of Service" shall be determined in accordance with
               the terms of the Pension Plan used to determine Years of
               Vesting Service, provided that in the event an Employee
               earns one or more hours of service during a calendar year,
               he shall be credited with a Year of Service with respect to
               such year for purposes of the Program.

               Whenever the word "he," "his," or "him" is used in the
               Program, such word is intended to embrace within its
               purview the word "she" or "her", as may be appropriate.


                                      SECTION 2
                                    PARTICIPATION


          2.1  Commencement of Participation

               An individual employed by the Company shall commence
               participation in the Program upon becoming an Elected
               Officer of the Company. 

          2.2  Duration of Participation

               An Employee shall continue to participate in the Program
               until the earlier of his termination of employment, death,
               or election to waive the benefit provided under the
               Program.




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                                      SECTION 3
                                  AMOUNT OF BENEFIT


          3.1  Amount of Benefit

               An Employee shall be entitled to receive a benefit under
               the Program equal to (a) minus (b) below:

               (a)   65% of his Final Average Salary, multiplied by a
                     fraction, the numerator of which is his Years of
                     Service (up to a maximum of 30), and the denominator
                     of which is 30, minus

               (b)   the amount set forth in Appendix A attached hereto. 


                                      SECTION 4
                                       VESTING


          4.1  Vesting

               An Employee shall become vested in the benefit provided
               under this Program upon the earlier of (i) the attainment
               of age 55 and the completion of 15 Years of Service, (ii)
               the attainment of age 62, (iii) death, or (iv) a Change of
               Control.

          4.2  Forfeiture for Cause

               All benefits for which an Employee would otherwise be
               eligible hereunder may be forfeited, at the discretion of
               the Committee, prior to the occurrence of a Change of
               Control under the following circumstances:

               (a)   The Employee is discharged by the Company for cause,
                     which shall be a breach of the standards set forth in
                     the Ingersoll-Rand Company Code of Conduct; or

               (b)   Determination by the Committee no later than 12
                     months after termination of employment that the
                     Employee has engaged in serious or willful misconduct
                     in connection with his employment with the Company;
                     or




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               (c)   The Employee (whether while employed or for two years
                     thereafter) without the written consent of the
                     Company is employed by, becomes associated with,
                     renders service to, or owns an interest in any
                     business that is competitive with the Company or with
                     any business in which the Company has a substantial
                     interest as determined by the Committee; provided,
                     however, that an Employee may own up to 1% of the
                     publicly traded equity securities of any business,
                     notwithstanding the foregoing.


                                      SECTION 5
                                    DISTRIBUTIONS

          5.1  Retirement

               Employee retirement distribution under the Program shall be
               as follows:

               (a)   Normal Retirement - An Employee shall retire and
                     receive the benefit under Section 3.1 upon attaining
                     age 62, provided that the Chief Executive Officer of
                     the Company (or in the case of the Chief Executive
                     Officer, the Board) may request an Employee to remain
                     in the employ of the Company after the Employee has
                     attained age 62.

               (b)   Early Retirement - An Employee may retire under the
                     Program at any time after he becomes vested in
                     accordance with Section 4.1. In the event he retires
                     before age 62, he will receive a benefit under this
                     Program in accordance with Section 5.5. Such benefit
                     shall be equal to the benefit he would have received
                     at age 62 under Section 3.1, provided however that:

                          (i)   the amount determined under Section 3.1(a)
                                shall be reduced by .3% for each month that
                                the benefit commences prior to age 65,

                          (ii)  the benefit offset amount derived from
                                defined contribution account balances, as
                                identified in the applicable Appendix,
                                shall be converted to immediate annuities
                                using the Actuarial Equivalent as defined
                                in Section 1.1, and shall be based on the
                                Employee's age at date of retirement,


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                          (iii) the benefit offset amount derived from
                                defined benefit plans, as identified in
                                Appendix A and as adjusted for retirement
                                at the earliest date on which the Employee
                                may retire and begin receiving a benefit
                                under such defined benefit plans and as
                                further adjusted, if necessary, to the
                                Actuarial Equivalent of the benefit payable
                                on the date benefits under the Program
                                commence, shall be as determined under the
                                applicable plans irrespective of whether
                                the Employee elects to receive a benefit
                                under such plans, and 

                          (iv)  for years prior to Social Security normal
                                retirement age, the Social Security Primary
                                Insurance Amount shall be reduced by the
                                same factors used by the Social Security
                                Administration to adjust benefits payable
                                at age 62 or later, and by .3% for each
                                month that benefits under the Program
                                commence prior to age 62.

               (c)   Late Retirement - If an Employee retires after age 62
                     as provided under (a) above, he will receive a
                     benefit equal to the greater of: 

                          (i)   the benefit determined under Section 3.1 as
                                of his date of retirement, or 

                          (ii)  the benefit he would have received had he
                                retired at age 62, credited with interest
                                from the date he attained age 62 until his
                                date of retirement. For purposes of this
                                subsection (ii), the interest used will be
                                rate will be equal to the rate of return
                                earned by the Fixed Income Fund of the
                                Ingersoll-Rand Company Savings and Stock
                                Investment Plan during such period.

          5.2  Form of Distribution

               Benefits under this Program shall be payable solely in a
               single lump sum. The lump sum amount, determined as of the
               Employee's date of retirement, shall be the Actuarial
               Equivalent value of a single life annuity of the benefit
               under Section 3.1 adjusted, if applicable, to reflect the 


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               provisions of Section 5.1. The lump sum distribution
               determined under this Section 5.2 shall be credited with
               interest at a rate equal to the rate of return earned by
               the Fixed Income Fund of the Ingersoll-Rand Company Savings
               and Stock Investment Plan from the Employee's date of
               retirement until the date of distribution.

               Notwithstanding the foregoing, an Employee who retires
               under this Program and receives a lump sum payment under
               this Section 5.2 may elect within the 30-day period
               immediately preceding his date of retirement to have his
               benefit determined as of his date of retirement, using an
               alternative interest rate.  The alternative interest rate
               used to determine the Actuarial Equivalent benefit payable
               in a lump sum shall be the interest rate equal to the 10-
               Year Treasury Note rate as published in The New York Times
               in the Key Rate Table under the Credit Market Section, or,
               if such rate is unavailable, as provided by Telerate, in
               both cases as of the business day immediately preceding the
               date payment is made to the Employee. In the event an
               Employee elects to have his benefit determined under this
               paragraph, no interest will be payable from the Employee s
               date of retirement until the date of distribution.

          5.3  Disability

               In the event that an Employee becomes disabled, he shall
               continue to earn benefits under the Program as if he
               continued to be employed by the Company at his same
               annualized base rate of pay as of the date he became
               disabled.  Such Employee shall receive an immediate lump
               sum payment determined under Section 5.2 of the Program as
               of the Employee's 65th birthday.  For purposes of
               determining his Final Average Salary, the average of each
               of the five highest bonus payments made out of the last six
               most recent bonuses received by the Employee prior to the
               date he became disabled shall be used.  If an Employee is
               no longer disabled and he does not return to the employ of
               the Company or an affiliated company, he shall not be
               entitled to continued accrual under this Section for his
               period of disability.  If an employee is no longer disabled
               and he returns to the employ of the Company, he will be
               entitled to continued accrual under this Section for the
               period of his disability.  For purposes of the Program, an
               Employee shall be disabled if he is unable to continue to
               perform the duties of his position due to a physical or
               mental impairment.


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          5.4  Death

               In the event that an Employee dies prior to retirement, his
               beneficiary shall receive a lump sum payment determined
               under Section 5.2 of this Program as of the date of the
               Employee's death as if the Employee retired on the date of
               his death; provided that if the Employee's death occurs
               prior to his attainment of age 55, his benefit shall be
               reduced by .3% for each month that the benefit commences
               before the Employee would have reached age 65.  The
               Employee's beneficiary under this Program shall be the
               beneficiary under the Ingersoll-Rand Company Savings and
               Stock Investment Plan unless the Employee designates
               another beneficiary in writing, and such written
               designation has been received by the Committee prior to the
               date of death.  An Employee may change the designated
               beneficiary under this Program at any time by providing
               such designation in writing to the Committee.

          5.5  Payment of Benefits

               The benefit under the Program shall be paid on the later of
               (i) the first business day of the sixth month following the
               Employee's retirement or death, or (ii) the first business
               day of the calendar year following the Employee's
               retirement.

               In the event an Employee is disabled in accordance with
               Section 5.3, his benefit shall be paid on the first day of
               the month following the date that the Employee attains age
               65.


                                      SECTION 6
                                       FUNDING


          6.1  Funding

               Except as provided in Section 8.9 hereof, the Company shall
               have no obligation to fund the benefit that an Employee
               earns under this Program.







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          6.2  Company Obligation

               Notwithstanding the provisions of any trust agreement or
               similar funding vehicle to the contrary, the Company shall
               remain obligated to pay benefits under this Program.
               Nothing in this Program or any trust agreement shall
               relieve the Company of its liabilities to pay benefits
               under this Program except to the extent that such
               liabilities are met by the distribution of trust assets.


                                      SECTION 7
                                  CHANGE OF CONTROL


          7.1  Contributions to Trust

               In the event that a Change of Control has occurred, the
               Company shall be obligated to establish a trust and to
               contribute to the trust an amount necessary to fund the
               accrued benefit earned by the Employee under this Program
               (assuming immediate benefit commencement) as of the last
               day of the calendar month immediately preceding the date
               the Board of Directors determines that a Change of Control
               has occurred. If the Employee shall not have attained age
               55, his annual benefit shall be determined on the same
               basis used to determine his accrued benefit in the case of
               death as specified in Section 5.4.

          7.2  Amendments

               Following a Change of Control of the Company, any amendment
               modifying or terminating this Program shall have no force
               or effect.


                                      SECTION 8
                                    MISCELLANEOUS


          8.1  Amendment and Termination

               Except as provided in Section 7.2 hereof, this Program may,
               at any time and from time to time, be amended or terminated
               without the consent of any Employee or beneficiary, (a) by
               the Board of Directors of the Company, or (b) in the case
               of amendments which do not materially modify the provisions


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               hereof, the Committee or such other committee appointed by
               the Board of Directors of the Company; provided, however,
               that no such amendment or termination shall reduce any
               benefits accrued under the terms of this Program prior to
               the date of termination or amendment.

          8.2  No Contract of Employment

               The establishment of this Program or any modification
               hereof shall not give any Employee or other person the
               right to remain in the service of the Company or any of its
               subsidiaries, and all Employees and other persons shall
               remain subject to discharge to the same extent as if the
               Program had never been adopted.

          8.3  Withholding

               The Company shall be entitled to withhold from any payment
               due under this Program any and all taxes of any nature
               required by any government to be withheld from such
               payment.

          8.4  Loans

               No loans to Employees shall be permitted under this
               Program.

          8.5  Compensation and Nominating Committee

               This Program shall be administered by the Committee (or any
               successor committee) of the Board of Directors of the
               Company.  The primary responsibility of the Committee is to
               administer the Program for the exclusive benefit of the
               Employees and their beneficiaries, subject to the specific
               terms of the Program.  The Committee shall administer the
               Program in accordance with its terms to the extent
               consistent with applicable law, and shall have the power to
               determine all questions arising in connection with the
               administration, interpretation, and application of the
               Program.  Any such determination by the Committee shall be
               conclusive and binding upon all affected parties. Any
               denial by the Committee of a claim for benefits under this
               Program by an Employee or beneficiary shall be stated in
               writing by the Committee and delivered or mailed to the
               Employee or beneficiary.  Such notice shall set forth the
               specific reasons for the Committee's decision. In addition,
               the Committee shall afford a reasonable opportunity to any 


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               Employee or beneficiary whose claim for benefits has been
               denied for a review of the decision denying this claim.

          8.6  Entire Agreement; Successors

               This Program, including any subsequently adopted
               amendments, shall constitute the entire agreement or
               contract between the Company and any Employee regarding
               this Program. There are no covenants, promises, agreements,
               conditions or understandings, either oral or written,
               between the Company and any Employee relating to the
               subject matter hereof, other than those set forth herein.
               This Program and any amendment hereof shall be binding on
               the Company and the Employees and their respective heirs,
               administrators, trustees, successors and assigns, including
               but not limited to, any successors of the Company by
               merger, consolidation or otherwise by operation of law, and
               on all designated beneficiaries of the Employee.

          8.7  Severability

               If any provisions of this Program shall, to any extent, be
               invalid or unenforceable, the remainder of this Program
               shall not be affected thereby, and each provision of this
               Program shall be valid and enforceable to the fullest
               extent permitted by law.

          8.8  Governing Law

               The laws of the State of New Jersey shall govern this
               Program.

          8.9  Participant as General Creditor

               Benefits under the Program shall be payable by the Company
               out of its general funds. The Company shall have the right
               to establish a reserve or make any investment for the
               purposes of satisfying its obligations hereunder for
               payment of benefits at its discretion, provided, however,
               that no Employee eligible to participate in this Program
               shall have any interest in such investment or reserve. To
               the extent that any person acquires a right to receive
               benefits under this Program, such rights shall be no
               greater than the right of any unsecured general creditor of
               the Company.




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          8.10 Nonassignability

               To the extent permitted by law, the right of any Employee
               or any beneficiary in any benefit hereunder shall not be
               subject to attachment or any other legal process for the
               debts of such Employee or beneficiary nor shall any such
               benefit be subject to anticipation, alienation, sale,
               transfer, assignment or encumbrance.


                                      APPENDIX A

          Unless otherwise specified in another Appendix attached hereto,
          the sum of the following shall be used for purposes of Section
          3.1(b) of the Program:

               (a)   all employer-paid benefits under qualified retirement
                     plans and associated supplemental plans sponsored by
                     the Company, Ingersoll-Dresser Pump Company and
                     Dresser Industries, Inc., provided that the
                     Employee's intervening employment between Dresser
                     Industries, Inc. and the Company is solely with
                     Ingersoll-Dresser Pump Company;

                     For purposes of determining the benefit under
                     Section 3.1 of the Program, the following shall
                     apply:

                     (1)  The Employee's benefit under the Pension Plan,
                          Ingersoll-Dresser Pump Company Pension Plan,
                          Ingersoll-Rand Company Supplemental Pension Plan,
                          and the Ingersoll-Dresser Pump Company
                          Supplemental Plan, shall be determined as a life
                          annuity at the date of determination. 

                     (2)  The Employee's account balance as of the date of
                          determination under the Ingersoll-Rand Company
                          Retirement Account Plan (provided that an
                          appropriate adjustment shall be made for
                          grandfathered Employees under such Plan),
                          Ingersoll-Dresser Pump Company Retirement Account
                          Plan (provided that an appropriate adjustment
                          shall be made for grandfathered employees under
                          such plan), Ingersoll-Rand Company Supplemental
                          Retirement Account Plan, and the Ingersoll-
                          Dresser Pump Company Supplemental Retirement 



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                          Account Plan shall be determined as a life
                          annuity based on the Actuarial Equivalent as of
                          the date of determination.

                     (3)  The portion of the Employee's account balance
                          derived from employer matching contributions
                          under the Ingersoll-Rand Company Savings and
                          Stock Incentive Plan, the Ingersoll-Dresser Pump
                          Company Savings Plan, the Ingersoll-Rand Company
                          Supplemental Savings and Stock Investment Plan,
                          the Ingersoll-Dresser Pump Company Supplemental
                          Savings Plan, and any other qualified defined
                          contribution plan sponsored by the Company or an
                          affiliated employer shall be determined as a life
                          annuity based on the Actuarial Equivalent of such
                          account balance as of the date of determination.
                          An Employee's account balance shall be the sum of
                          the following, whichever are applicable:

                          (A)   the Employee's account balance under such
                                plan as of the date he commenced
                                participation in this Program, the
                                Ingersoll-Rand Company Key Management
                                Supplemental Program or the Ingersoll-
                                Dresser Pump Company Key Management
                                Supplemental Program, whichever is earlier,
                                including appreciation (depreciation) and
                                dividends, such amount would have earned
                                until the date of determination,

                          (B)   the benefit the Employee would have derived
                                from Employer matching contributions had he
                                contributed the maximum amount permissible
                                under such plan after the date he commenced
                                participation in the Program, the
                                Ingersoll-Rand Company Key Management
                                Supplemental Program or the Ingersoll-
                                Dresser Pump Company Key Management
                                Supplemental Program, whichever is earlier,
                                until the date of determination, including
                                appreciation (depreciation) and dividends,
                                such amount would have earned until the
                                date of determination, and 






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                          (C)   if the Employee has not contributed the
                                maximum amount permissible under such plan
                                during the year that the Employee becomes
                                eligible for the Program, the Ingersoll-
                                Rand Company Key Management Supplemental
                                Program or the Ingersoll-Dresser Pump
                                Company Key Management Supplemental
                                Program, whichever is earlier, and the five
                                calendar years prior to participation in
                                this Program, the benefit he would have
                                derived from Employer matching
                                contributions had he contributed the
                                maximum amount permissible under such plan
                                minus the actual amount of Employer
                                matching contributions allocated to his
                                account during such period, including
                                appreciation (depreciation), but excluding
                                dividends that such amount would have
                                earned until the date of determination, and

                          (D)   the amount of any withdrawal of Employer
                                matching contributions from such plan for
                                the five-year period immediately prior to
                                participation in the Program, the
                                Ingersoll-Rand Company Key Management
                                Supplemental Program or the Ingersoll-
                                Dresser Pump Company Key Management
                                Supplemental Program, whichever is earlier,
                                including appreciation (depreciation), but
                                excluding dividends that such amount would
                                have earned until the date of
                                determination.

               (b)   the Social Security Primary Insurance Amount as
                     defined in the Pension Plan estimated at age 65,
                     multiplied by a fraction, the numerator of which is
                     his Years of Service (up to a maximum of 30), and the
                     denominator of which is 30.

                     For purposes of the Program, "Social Security Primary
                     Insurance Amount" means the amount of the Employee's
                     annual primary old age insurance determined under the
                     Social Security Act in effect at the date of
                     determination and payable in accordance with (i) or
                     (ii) below.




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                          (i)   For benefits determined on or after age 65,
                                payable for the year following his date of
                                retirement.

                          (ii)  For benefits determined before the Employee
                                attains age 65, payable for the year
                                following his retirement or death (or which
                                would be payable when he first would have
                                become eligible if he were than
                                unemployed), assuming he will not receive
                                after retirement (or death) any income that
                                would be treated as wages for purposes of
                                the Social Security Act.

                     For purposes of determining the Social Security
                     Benefit under paragraphs (i) and (ii) above, an
                     Employee's covered earnings under said Act for each
                     calendar year preceding the Employee's first full
                     calendar year of employment shall be determined by
                     multiplying his covered earnings subsequent to the
                     year being determined by the ratio of the average per
                     worker total wages as reported by the Social Security
                     Administration for the calendar year being determined
                     to such average for the calendar year subsequent to
                     the year being determined. 


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